Bijoy Hans Limited announced that its Board of Directors has approved reclassification requests from four promoter group members during a meeting held on March 4, 2026. The decision addresses requests seeking reclassification from 'promoter and promoter group' category to 'public' category under SEBI regulations.

Board Meeting Details

The board meeting was conducted at the company's corporate office in Miraj, Maharashtra, from 3:00 PM to 5:00 PM on March 4, 2026. The meeting was held in compliance with Regulation 30 and 31A(8) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Reclassification Requests

The board considered and approved requests from four individuals seeking reclassification:

All four individuals submitted their respective request letters dated February 23, 2026, which were formally communicated to BSE Limited on February 24, 2026.

Current Status of Applicants

The board noted several key factors regarding the applicants' current relationship with the company:

• None of the four individuals currently hold any equity shares in Bijoy Hans Limited
• They do not serve on the board of directors
• They hold no key managerial positions within the company
• They confirmed non-participation in company management in any capacity
• They have no special rights through formal or informal arrangements, including shareholder agreements

Regulatory Compliance

The board confirmed that all applicants satisfy the conditions specified in Regulation 31A(3)(b) of the SEBI Listing Regulations. The company noted that the intent for reclassification was already disclosed in the letter of offer issued by multiple acquirers under SEBI takeover regulations, making shareholder approval unnecessary in this case.

Next Steps

The reclassification approval remains subject to final approval from stock exchanges where Bijoy Hans Limited's equity shares are listed. The company will make necessary applications to BSE Limited and comply with provisions under Regulation 31A(8)(c) and 31A(8)(d) of the listing regulations.

The board has authorized key management personnel, including Managing Director Mr. Kaushal Shah, Chief Financial Officer Mr. Ranganath Abhiram, and Company Secretary Mrs. Guinea Agrawal, to execute all necessary documentation and filings required for the reclassification process.

Bijoy Hans Limited has successfully completed a major preferential allotment and strategic acquisition program, significantly expanding its corporate structure through share swap arrangements. The company's board meeting held on March 04, 2026, approved the allotment of 4,05,21,836 equity shares and the acquisition of three subsidiaries.

Strategic Acquisitions Through Share Swap

The company executed three separate acquisition transactions, each structured as share swap arrangements where equity shares were allotted in exchange for acquiring target companies:

All equity shares were issued at Rs. 12.50 per share, including a premium of Rs. 2.50 per share, with a face value of Rs. 10.00 each. The transactions were conducted on a preferential allotment basis through private placement to the respective shareholders of the target companies.

Capital Structure Transformation

The preferential allotment resulted in a dramatic expansion of the company's equity capital structure:

The newly allotted equity shares will rank pari-passu with existing equity shares and will be subject to lock-in provisions as per SEBI regulations. The company plans to apply for listing and trading approval for the newly allotted shares.

Allottee Distribution and Compliance

The preferential allotment involved 191 investors, with the majority being non-promoter entities and individuals. The largest single allotment went to SMCV Management Services Private Limited (promoter category) with 99,98,879 shares, while Arogya Tech Services LLP received 32,77,460 shares as a non-promoter allottee.

Promoter Reclassification Initiative

The board also approved a significant governance change by accepting reclassification requests from four promoter group members:

This reclassification from 'promoter and promoter group' category to 'public' category is subject to approval from stock exchanges where the company's shares are listed, in accordance with Regulation 31A of SEBI Listing Regulations.

Regulatory Approvals and Timeline

The preferential allotment received in-principle approval from BSE Limited through letter no. LOD/PREF/TT/FIP/1722/2025-26 dated February 17, 2026. The process followed approvals granted at the Board Meeting held on November 04, 2025, and subsequent shareholder approval at the Extraordinary General Meeting on November 28, 2025. The board meeting on March 04, 2026, commenced at 3:00 p.m. and concluded at 5:00 p.m., finalizing all transaction approvals and allotments.